/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/001120.MBX T R O U B L E D C O M P A N Y R E P O R T E R Monday, November 20, 2000, Vol. 4, No. 227 Headlines 333 SANDHILL: Case Summary AMERICAN ECO: No Distribution to Shareholders Projected ARMSTRONG HOLDINGS: Indicates Bankruptcy Filing a Possibility BEAMSCOPE CANADA: Files CCAA Petition After Navarre Deal Fails BLAYLOCK MORTAGE: S&P Affirms 1997-A Mortgage Security Ratings CARMIKE CINEMAS: Gets Okay to Reject 111 Theatre Leases CARMIKE CINEMAS: NYSE Presses to Delist Common Stock CMD SECURITIES: Case Summary CORRECTIONS CORP: Breaches Covenants Under Credit Agreement CRIIMI MAE: Judge Declines to Rubber Stamp Confirmation Order CROWN CRAFTS: NYSE Will Consider Delisting Appeal on Jan. 31 DOMINION VILLAGE: Case Summary and 20 Largest Unsecured Creditors DRYPERS CORP: Bankruptcy Causes Late Filing of 3Q Report HARNISCHFEGER: Summary of Claim Classification & Treatment ICG FUNDING: Case Summary ICG SERVICES: Case Summary INNOVATIVE SOFTWARE: Taps New Commerce to Sell Minneapolis ISP IRIDIUM, LLC: Judge Okays $25MM Sale to Iridium Satellite JCC HOLDING: Jefferies Suggests Prepackaged Bankruptcy Filing MOUNTAIN ENERGY: Natural Gas Marketer Consents To Liquidation OWENS CORNING: Appoints M.A. Smith As Chief Restructuring Officer OWENS CORNING: Judge Walrath Gives Nods to $500MM DIP Pact OWENS CORNING: Reclamation Demands Begin to Float In PACIFICARE: S&P Assigns Bpi Financial Strength Rating to HMO PHYSICIANS PLUS: S&P Cuts Financial Strength Rating to Bpi RELIANCE GROUP: S&P Chops Senior & Subordinated Debt Ratings to D RELIANCE INSURANCE: Fitch Lowers Financial Strength Rating to D RUSH PRUDENTIAL: S&P Affirms HMO's Bpi Financial Strength Rating SCOUR, INC: Law Firm Castigated for Owning Shares in Listen.com SHA LLC: S&P Assigns CCCpi Financial Strength Rating to HMO SOUTHERN MINERAL: Posts Positive Post-Emergence Financial Results TENNESSEE BEHAVIORAL: S&P Assigns Bpi Financial Strength Rating THE M PLAN: S&P Assigns HMO Bpi Financial Strength Rating UNIDIGITAL: Retains Capitalink as its Financial Advisor VENCOR, INC: Litigation Claimant Obtains Relief From Stay WASTE MANAGEMENT: Onyx Buys Mexican Waste Operations for $47MM WAXMAN INDUSTRIES: Court Confirms Joint Plan of Reorganization WHEELING-PITTSBURGH: Steel Firm Files Chapter 11 in Youngstown WHEELING-PITTSBURGH: Case Summary WHEELING-PITTSBURGH: Creditor List & DIP Financing Summary On-Line WHEELING-PITTSBURGH: WHX Corporation Not Part of Bankruptcy Filing * Bond pricing for the week of November 20, 2000 ********* 333 SANDHILL: Case Summary -------------------------- Debtor: 333 Sandhill Boulevard, LLC 237 Park Ave., 21st Floor New York, NY 10017 Chapter 11 Petition Date: November 13, 2000 Court: Southern District of New York (Manhattan) Bankruptcy Case No.: 00-42550 Judge: Jeffrey H. Gallet Debtor's Counsel: E. Michael Growney, Esq. 237 Park Ave., 21st Floor New York, NY 10017 (212) 551-3517 Total Assets: $ 10,000,000 Total Debts : $ 20,600,000 AMERICAN ECO: No Distribution to Shareholders Projected ------------------------------------------------------- AMERICAN ECO CORPORATION (TSE: "ECX") announced an update of its U.S. proceedings under Chapter 11 of the U.S. Bankruptcy Code and its Canadian proceedings under the Companies' Creditors Arrangement Act. The Corporation has completed the sale of certain of its assets. These sales have been approved by either the United States District Court, District of Delaware (Case No. 00-3253) or the Superior Court of Justice, Ontario, Canada (File No. 00-CL-3841). On September 11, 2000, the Corporation sold substantially all of the assets (excluding cash and receivables) related to the businesses of its subsidiaries Chempower Inc., Global Power Company and Control Power Limited Partnership for US $7 million, and the purchaser will receive a commission based upon its collection of receivables for the Corporation. On October 13, 2000, the Corporation sold substantially all of the assets (excluding cash) of its subsidiary Industra Service Corp. for US $197,000, subject to adjustments. On October 18, 2000, the Corporation sold substantially all of the assets (excluding cash) related to the engineering business conducted by its subsidiary Industra Inc. for US $50,000, plus an amount based upon the actual collection of receivables. On October 30, 2000, the Corporation closed the sale of substantially all of the assets of its wholly-owned subsidiaries Industra Services Corporation and Industra Thermal Service Corporation for net proceeds of approximately Cdn. $9 million. On November 13, 2000, the Bankruptcy Court will consider a motion filed by the Corporation for approval of the sale of the pipe fabrication assets (excluding cash) and related real estate of its subsidiaries The Turner Group Inc. and C.A. Turner Construction Company for US $1.75 million, subject to adjustments. On July 7, 2000, prior to the filing of the above-referenced proceedings, the Corporation sold a portion of the assets of MM Industra Limited for Cdn. $ 1.75 million. The Corporation is reviewing the disposition of additional assets. The net proceeds from the asset sales will be applied to outstanding debts. The Corporation does not anticipate that the aggregate net proceeds from prior sales of assets and future sales of assets and other proceeds will be sufficient to permit any distribution to stockholders. The Corporation also announced that on September 20, 2000, Thomas Gardner was appointed President and Chief Liquidating Officer of the Corporation, on September 18, 2000, Charles Brewer was appointed Chief Executive Officer and a Director of the Corporation, and on July 27, 2000, M. Todd Quattlebaum was appointed Chief Operating Officer of the Corporation. Michael Appling, Jr. and William Dimma have resigned as Directors of the Corporation. The Corporation's Common Shares have ceased trading on the Nasdaq OTC Bulletin Board and in the Provinces of British Columbia and Alberta. The Common Shares remain listed on The Toronto Stock Exchange. ARMSTRONG HOLDINGS: Indicates Bankruptcy Filing a Possibility ------------------------------------------------------------- After conceding in its latest quarterly report that Owens Corning's Chapter 11 filing had a "significant effect" on its liquidity, Dow Jones reports. Estimating asbestos liabilities ranging from $758.8 million to $1.36 billion as of Sept. 30, Armstrong is seeking ways in cost cutting and raising liquidity. The company has even considered seeking for bankruptcy protection as an option. "If Armstrong does not obtain sufficient additional liquidity in the next few months," the quarterly report says, "Armstrong will have to consider seeking protection under the U.S. Bankruptcy code. Armstrong will face liquidity pressure in the near future." BEAMSCOPE CANADA: Files CCAA Petition After Navarre Deal Fails -------------------------------------------------------------- Unable to sell its assets, Beamscope Canada Inc. sought protection under Companies' Creditors Arrangement Act, Reuters reports. Navarre Corp. backed out on the purchase of Beamscope's video entertainment and Laing branded products businesses. Beamscope intends to bring the matter to an Ontario arbitration court, saying that "Navarre was not entitled to terminate the asset purchase agreement under the circumstances." Beamscope's losses have swelled in recent quarters, reporting a loss of C$8.6 million ($5.5 million) excluding a one-time charge in its first quarter ended June 30, compared with a loss of C$3.1 million in the year-earlier period. Further, the company has diverted all of its free cash into Ironside Technologies, a U.S.- based company that connects manufacturers to distributors over the net. Beamscope chairman and chief executive Larry Wasser is also a director in Ironside. BLAYLOCK MORTAGE: S&P Affirms 1997-A Mortgage Security Ratings -------------------------------------------------------------- Standard & Poor's affirmed its ratings on Blaylock Mortgage Capital Corp.'s multifamily trust mortgage securities series 1997- A. The rating affirmations reflect the stable financial operating performance of the collateral pool since the programs inception and the slightly higher credit enhancement levels for the rated classes. The underlying collateral consists of first and second mortgage liens on 29 multifamily properties located in 15 states. The current average occupancy for the properties is 92%. The debt service coverage for the 24 properties reporting financial operating information was 2.27 at Dec. 31, 1999, compared to 2.05 at Dec. 31, 1998. To date, the pool has not experienced any delinquencies or losses. Currently, there are no specially serviced loans. The Blaylock 1997-A transaction represents ownership interests in a trust consisting of three different classes of certificates issued by Lehman Capital Corp. The Lehman certificates in turn, have an ownership interest in the subordinated classes of FNMA guaranteed ACES REMIC pass-through certificates. The senior certificates of the ACES program have principal and interest payments guaranteed by FNMA. The total collateral amount for the FNMA ACES program's senior and subordinated certificates is $118.8 million, as compared to $138.4 million, at issuance. The subordinated certificates account for $19.3 million of the total pool balance. The first mortgages amortize over a 29-year schedule and mature on Oct. 15, 2003. The second mortgages, which pay interest only, also mature on the same date. The average loan balance is $4.38 million, and the weighted average coupon is 7.83%, Standard & Poor's said. OUTSTANDING RATINGS AFFIRMED Blaylock Mortgage Capital Corp. Multifamily trust mortgage securities series 1997-A Class Rating ----- ------ B-1 BBB B-2 BBB- B-3 BB B-4 B B-5 B- B-6 CCC CARMIKE CINEMAS: Gets Okay to Reject 111 Theatre Leases ------------------------------------------------------- Carmike Cinemas, Inc. (NYSE: CKE) announced results for the third quarter ended September 30, 2000. Total revenues for the quarter ended September 30, 2000 decreased to $127.9 million from $144.8 million for the quarter ended September 30, 1999. For the nine months ended September 30, 2000 revenues were $342.1 million compared to $367.8 million for the same period in 1999. Decreasing revenues are attributable to poor box office performance for the months of August and September 2000, as well as the closing of theatres as a component of the Company's chapter 11 proceedings. As previously announced, Carmike and its subsidiaries filed voluntary petitions with the U.S. Bankruptcy Court for the District of Delaware to reorganize under chapter 11 of the U.S. Bankruptcy Code. Since the filing of the chapter 11 cases, the Company has continued to conduct business in the ordinary course as a debtor-in-possession under the protection of the Bankruptcy Court. Management is in the process of evaluating operations in order to develop a plan of reorganization. To date, the Company has received approval from the Bankruptcy Court to reject leases relating to 111 theatre locations. Carmike Cinemas, Inc. is a premiere motion picture exhibitor in the United States with 2,559 screens at 390 locations in 35 states as of September 30, 2000. CARMIKE CINEMAS: NYSE Presses to Delist Common Stock ---------------------------------------------------- Carmike Cinemas, Inc. (NYSE: CKE) advises that it received notice from the New York Stock Exchange that the Big Board has determined that Carmike was "below criteria" under the NYSE continued listing standards. In order to retain its listing, Carmike initially must submit a plan to the NYSE within 45 days of the October 11 letter, showing how Carmike intends to regain compliance with the standards. While Carmike intends to submit a plan to the NYSE, acceptance of the plan is subject to the discretion of the NYSE and Carmike can give no assurances that trading in its securities on the NYSE will not again be halted or that its securities will not ultimately be delisted by the NYSE. CMD SECURITIES: Case Summary ---------------------------- Debtor: CDM Securities Corporation 197 First Avenue Needham, MA 02494 Affiliate: CareMatrix Corporation, a Delaware corporation; CareMatrix of Massachusetts, Inc., a Delaware corporation; CMD Securities Corporation, a Delaware corporation Lakes Region Villages LLC, a New Hampshire limited liability company Dominion Village at Chesapeake, LP, a Delaware limited partnership Dominion Village at Poquoson, LP, a Delaware limited partnership Dominion Village at Williamsburg, LP, a Delaware limited partnership CCC of Maryland, Inc., a Delaware corporation CareMatrix of Needham, Inc., a Delaware corporation CareMatrix of Dedham, Inc., a Delaware corporation Type of Business: CareMatrix Corporation and its various affiliated debtor subsidiaries, including CMD Sec urities Corp., are providers of assisted living and other long-term care services to the elderly. Chapter 11 Petition Date: November 9, 2000 Court: District of Delaware Bankruptcy Case No.: 00-04165 Debtor's Counsel: Paul D. Moore, Esq. Duane, Morris & Heckscher LLP One International Place, 14th Floor Boston, MA 02110-2600 (617) 598-3100 Total Assets: $ 8,214,430 Total Debts : $ 50,000 below CORRECTIONS CORP: Breaches Covenants Under Credit Agreement ----------------------------------------------------------- Corrections Corp. of America is not in compliance with certain financial requirements since Sept. 30, Reuters reports, and is attempting to negotiate an amendment to it credit facility to remedy the situation. The prison firm's on-going restructuring plan aims to improve operating profits, strengthen the company and to refinance all or a portion of its debt. Reuters added that Nashville, Tennessee-based CCA, which owns and renovates jails and prisons, reported a third-quarter net loss available to common stockholders of $253.7 million compared with a profit of $46.0 million a year ago. CRIIMI MAE: Judge Declines to Rubber Stamp Confirmation Order ------------------------------------------------------------- At a hearing last week, Dow Jones reports, a judge declined to confirm the joint reorganization plan of Criimi Mae Inc. for failing to meet all conditions necessary for confirmation. Judge Duncan W. Keir of the U.S. Bankruptcy Court ruled that the plan did not satisfy all provisions of the Bankruptcy Code Section 1129(a). Counsel Richard L. Wassermann of Venable Baetjer and Howard LLP told the court that interested parties would work to formulate a proposed order and submit it to the court. Judge Keir says he will sign the order as long as it's a mirror of the plan and is not in violation of the bankruptcy code. The court will hold a short hearing on Wednesday if the judge has any questions or concerns about the order. CROWN CRAFTS: NYSE Will Consider Delisting Appeal on Jan. 31 ------------------------------------------------------------ The New York Stock Exchange announced that Crown Crafts, Inc. (NYSE:CRW) has requested a review by a Committee of the Board of Directors of the NYSE. The review will be held on January 31, 2001. Following the review, a decision by the Committee will be announced as to whether to move forward with suspension and delisting or to continue trading CRW. The NYSE had previously announced on November 2, 2000 that it determined that the common stock of the Company should be removed from the list. A suspension date will be announced if, based on the review of the Committee, it is determined that the Company should be suspended or the Company commences trading in another securities marketplace. Should trading be suspended, application will then be made to the Securities and Exchange Commission to delist the issue. The Exchange's action is being taken in view of the fact that the Company is below the NYSE's continued listing criteria relating to: total global market capitalization less than $50 million and total stockholders' equity less than $50 million; and average global market capitalization over a consecutive 30 trading-day period less than $15 million. In addition, the Company's plan submitted to the Exchange did not provide a reasonable demonstration of quantifiable actions the Company has taken, or is taking that would bring it into conformity with continued listing standards within 18 months of notice from the Exchange. The NYSE noted that it may, at any time, suspend a security if it believes that continued dealings in the security on the NYSE are not advisable. DOMINION VILLAGE: Case Summary and 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Dominion Village of Williamsburg, LP 197 First Avenue Needham, MA 02494 Affiliate: CareMatrix Corporation, a Delaware corporation; CareMatrix of Massachusetts, Inc., a Delaware corporation; MD Securities Corporation, a Delaware corporation Lakes Region Villages LLC, a New Hampshire limited liability company Dominion Village at Chesapeake, LP, a Delaware limited partnership Dominion Village at Poquoson, LP, a Delaware limited partnership Dominion Village at Williamsburg, LP, a Delaware limited partnership CCC of Maryland, Inc., a Delaware corporation CareMatrix of Needham, Inc., a Delaware corporation CareMatrix of Dedham, Inc., a Delaware corporation Type of Business: CareMatrix Corporation and its various affiliated debtor subsidiaries, including CCC of Maryland, Inc., are providers of assisted living and other long-term care services to the elderly. Chapter 11 Petition Date: November 9, 2000 Court: District of Delaware Bankruptcy Case No.: 00-04164 Debtor's Counsel: Paul D. Moore, Esq. Duane, Morris & Heckscher LLP One International Place, 14th Floor Boston, MA 02110-2600 (617) 598-3100 Total Assets: $ 1 Million above Total Debts : $ 1 Million above 20 Largest Unsecured Creditors Pate Dawson Company $ 3,661 Portsmouth & Chesapeake Paper $ 3,073 Virginia Power $ 1,814 Lazarides, Eugenia $ 1,503 Department of the State Division of Corp. Annual Report Filings $ 1,500 Hampton Roads Utility Billing $ 1,478 Hilton, Florence $ 1,337 Harris, Marions S. $ 1,210 McNeil, N Frances $ 872 Pet Dairy $ 834 Myrtle, Jennings $ 776 Saville Foods $ 698 Verizon -Bell Atlantic $ 675 Senior Source $ 640 Home Quality Management $ 620 Maintenance Warehouse $ 512 Daily Press $ 475 Act Nursing Home Service $ 434 Cox Communications $ 421 Virginia Natural Gas $ 411 DRYPERS CORP: Bankruptcy Causes Late Filing of 3Q Report -------------------------------------------------------- A notice filed with the SEC reflects that Drypers Corp. won't be able to file its third quarter report in time with the Securities and Exchange Commission, Dow Jones reports. The Chapter 11 filing was the main reason for the company to miss its third quarter filing. "Since September 30, 2000, the registrant's resources have been focused on the filing of the Chapter 11 bankruptcy proceeding and the subsequent information requests from the bankruptcy court. As a result, the closing of registrant's books for the three months ended September 30, 2000 has been delayed," the SEC filing says. Drypers also expects it will be unable to comply with the financial covenants under its primary loan agreements. Drypers sought Chapter 11 on Oct. 10 in the U.S. Bankruptcy Court in Houston. The bankruptcy petition posted assets of $240.3 million and debts of $242.4 million as of Sept. 30. HARNISCHFEGER: Summary of Claim Classification & Treatment ---------------------------------------------------------- Under the Bankruptcy Code, "claims" and "equity interests" are classified rather than "creditors" and "shareholders" because such entities may hold claims or equity interests in more than one class. In the Disclosure Statement, the term "Holder" refers to the holder of a Claim or Equity Interest, respectively, in a particular Class under the Plan. In general, a chapter 11 plan of reorganization (i) divides claims and equity interests into separate classes, (ii) specifies the property that each class is to receive under the plan and (iii) contains other provisions necessary to the reorganization of the debtor. The Claims against Harnischfeger Industries, Inc., are categorized in its chapter 11 plan of reorganization as: (A) Unclassified Claims against all Debtors - Full Recovery (i) Administrative Claims Except as the Committee Settlement Agreement provides, each Holder of an Allowed Administrative Claim will be paid the full unpaid amount on the Effective Date, or as agreed upon by such Holder and the Debtors, or pursuant to order of the Bankruptcy Court; provided, however, that Allowed Administrative Claims representing obligations incurred in the ordinary course of business or assumed by the Debtors will be assumed on the Effective Date and paid or performed by the Debtors when due in accordance with the respective agreements. (ii) Priority Tax Claims Each Holder of an Allowed Priority Tax Claim shall receive, at the Debtors' option, either (i) Cash of an equal amount; or (ii) deferred Cash payments of equal value as of the Effective Date, determined in accordance with the definition of Post-Petition Interest, to be made over a period not exceeding six years after the date of assessment of such Claim. (B) Class 1: Other Priority Claims Each Reorganizing Debtor will have a Class R1 for its Other Priority Claims. Each Liquidating Debtor will have a Class L1 for its Other Priority Claims. The legal, equitable and contractual rights of the Holders of Class R1 and Class L1 Other Priority Claims are unaltered by the Plan. Unless upon mutual consent between Holder and respective Debtor for alternative arrangement, each Holder shall receive, at the election of the respective Debtor: (a) to the extent due and owing on the Effective Date, full payment in cash; (b) to the extent not due and owing on the Effective Date, to be paid, at the option of the respective New Debtor or Plan Administrator, full amount in cash or when such Claim becomes due and owing in the ordinary course of business. Any default with respect to any Other Priority Claim that existed immediately before the filing of the Bankruptcy Cases shall be deemed cured upon the Effective Date. (C) Class 2: Secured Claims Each Reorganizing Debtor will have a separate Class R2 for each Secured Claim, except for previously settled claim no. 1027, which is a $220,000 secured claim asserted by Yamazen, Inc. against Joy and claim no. 2327, which is a secured claim asserted by Coakley Bros. Co. against P&H (Yamazen's $68,000 unsecured claim will be treated as an Allowed Class R3B Claim.) Each Liquidating Debtor will have a separate Class L2 for each Secured Claim. Each Class R2 or L2 Claim is a separate sub-class. Each Holder of an Allowed Class R2 or L2 Secured Claim shall receive, at the election of the respective New Debtor or Plan Administrator, either (i) return of collateral; (ii) payment of the value of the Claim, determined in accordance with section 506(a) of the Bankruptcy Code; or (iii) treatment such that the Allowed Class R2 or L2 Secured Claim is unimpaired under section 1124 of the Bankruptcy Code. Any Deficiency Claim will be treated as a Class R3 or L3 Claim. (D) Other Classes The Debtors have identified four additional Classes of Claims, not all of which occurred to each and every debtor: Class R3 and L3: Unsecured Claims Class R4 and L4: Convenience Claims Class R5: Reorganizing Debtor Intercompany Claims Class R6 and L6: Equity Interests ICG FUNDING: Case Summary ------------------------- Debtor: ICG Funding, LLC 161 Inverness Drive West Englewood, CO 80112 Affiliate: ICG Communications, Inc. ICG Services, Inc. ICG Equipment, Inc. ICG NetAhead, Inc. ICG Mountain View, Inc. ICG Canadian Acquisition, Inc. ICG Holdings (Canada) Co. ICG Holdings, Inc. ICG Telecom Group, Inc. NikoNet, LLC ICG Ohio LINX, Inc. ICG Enhanced Services, Inc. Communications Buying Group, Inc. ICG Telecom Group of Virginia, Inc. ICG DataChoice Network Services, L.L.C. PTI Harbor Bay, Inc. Bay Area Teleport, Inc. ICG Access Services - Southeast, Inc. Trans American Cable, Inc. ICG Telecom of San Diego, L.P. Western Plains Finance, L.L.C. ICG ChoiceCom Management, LLC ICG ChoiceCom, L.P. DownNorth, Inc. ICG Tevis, Inc. Type of Business: The Debtor and its affiliates are a facilities- based communications provider and, based on revenue and customer lines in service, one of the largest non-incumbent competitive communications companies in the United States. The Company primarily offers voice and data services directly to business customers and offer network facilities and data management to Internet service provider (ISP) customers. Chapter 11 Petition Date: November 14, 2000 Court: District of Delaware Bankruptcy Case No.: 00-04263 Debtor's Counsel: David S. Kurtz, Esq. Skadden, Arps, slate, Meagher & Flom (Illinois) 333 W. Wacker Drive, Chicago, IL 60606 (312) 407-0700 and Gregg M. Galardi, Esq. Skadden, Arps, slate, Meagher & Flom LLP One Rodney Square, Wilmington, DE 19801 (302) 651-3000 Total Assets: $ 2,222,973 (as of September 30, 2000) Total Debts : $ 5,813,243 (as of September 30, 2000) ICG SERVICES: Case Summary -------------------------- Debtor: ICG Services, Inc. 161 Inverness Drive West Englewood, CO 80112 Affiliate: ICG Communications, Inc. ICG Services, Inc. ICG Equipment, Inc. ICG NetAhead, Inc. ICG Mountain View, Inc. ICG Canadian Acquisition, Inc. ICG Holdings (Canada) Co. ICG Holdings, Inc. ICG Telecom Group, Inc. NikoNet, LLC ICG Ohio LINX, Inc. ICG Enhanced Services, Inc. Communications Buying Group, Inc. ICG Telecom Group of Virginia, Inc. ICG DataChoice Network Services, L.L.C. PTI Harbor Bay, Inc. Bay Area Teleport, Inc. ICG Access Services - Southeast, Inc. Trans American Cable, Inc. ICG Telecom of San Diego, L.P. Western Plains Finance, L.L.C. ICG ChoiceCom Management, LLC ICG ChoiceCom, L.P. DownNorth, Inc. ICG Tevis, Inc. Type of Business: The Debtor and its affiliates are a facilities- based communications provider and, based on revenue and customer lines in service, one of the largest non-incumbent competitive communications companies in the United States. The Company primarily offers voice and data services directly to business customers and offer network facilities and data management to Internet service provider (ISP) customers. Chapter 11 Petition Date: November 14, 2000 Court: District of Delaware Bankruptcy Case No.: 00-04239 Debtor's Counsel: David S. Kurtz, Esq. Skadden, Arps, slate, Meagher & Flom (Illinois) 333 W. Wacker Drive, Chicago, IL 60606 (312) 407-0700 and Gregg M. Galardi, Esq. Skadden, Arps, slate, Meagher & Flom LLP One Rodney Square, Wilmington, DE 19801 (302) 651-3000 Total Assets: $ 1,506,016,836 (as of September 30, 2000) Total Debts : $ 1,434,319,958 (as of September 30, 2000) INNOVATIVE SOFTWARE: Taps New Commerce to Sell Minneapolis ISP -------------------------------------------------------------- New Commerce Communications, Inc. announced that it is representing Innovative Software Designs Inc., a Minneapolis Internet Service Provider, in the sale of all of its assets. ISD is operating under Chapter 11 bankruptcy protection as filed in the United States Bankruptcy Court District of Minnesota. The Court approved the exclusive appointment of NCC to act as a business broker in this sale. In March 1999 ISD filed for bankruptcy protection under Chapter 11. This allows the company to continue operations, reorganize the business and protects it from creditors. After review of the proceedings NCC believes that it was caused by a cash flow problem, whereby ISD was not able to pay its telephone bills and was threatened with loss of service. Since filing bankruptcy, ISD has been current with all monthly obligations and has grown to over 11,000 subscribers. The company has been providing excellent service, and despite almost no marketing, has experienced revenue and profit gains. Approximately $1.25 million in cash is required to satisfy current debt and transaction fees. NCC noted that this is not to suggest that a sales price. The company has substantial assets and almost $2.3 million in annual revenues. NCC estimates that EBITDA is a healthy and positive $480,000 per year. Tom Millitzer, President of NCC stated, "We are pleased the District Court has entrusted NCC in this sale. In our review ISD was faced with a short-term problem that resulted in their action. Our objective is not only to satisfy the creditors, but to act in the owners best interests in an exit strategy that will provide them with a healthy return on their investment." He commented that NCC's goal is to present ISPs to qualified buyers and elicit offers in a tight timeframe to achieve the best price for the seller. About New Commerce Communications Inc: New Commerce Communications Inc (http://www.com-broker.com)is a leading Internet merger and acquisition firm. NCC provides merger, acquisition, and seller representation, valuation services and facilitates ISPs in rising senior debt. During 1999 NCC completed over $100 million in services to the Internet industry. NCC is a privately held company with offices located in Milwaukee, WI and an affiliate office in Manchester England. Their telephone number is 414-225-9085. IRIDIUM, LLC: Judge Okays $25MM Sale to Iridium Satellite --------------------------------------------------------- Judge Cornelius Blackshear announces his approval for Iridium Satellite LLC to acquire the assets of IRIDIUM, LLC for $25 million, Dow Jones reports. Iridium Satellite will pay $6.5 million in cash and $18.5 million in senior unsecured convertible debt securities for the assets. Some of the bids submitted by other parties during the hearing was higher that Iridium Satellite's. Judge Blackshear turned down their offers for not bringing cash deposits to secure their bids. Iridium Satellite is headed by Daniel A. Colussy, a director of Constellation Energy Group Inc. of Baltimore. Dow Jones adds that Iridium sought Chapter 11 in August 1999, and saw its shares delisted from Nasdaq in November 1999. The company had $3.4 billion in assets and $4.2 billion in debts as of Sept. 30, 1999. JCC HOLDING: Jefferies Suggests Prepackaged Bankruptcy Filing ------------------------------------------------------------- An SEC filing states that financial advisers to JCC Holding Co. are proposing a restructuring plan that includes the company filing for bankruptcy protection, Dow Jones reports. The filing states that the advisers, Jefferies & Co., propose various concessions to be made by its securities holders, lenders, the State of Louisiana, an affiliate Harrah's Entertainment Inc. (HET), and other parties to whom the company has contractual or legal obligations. The proposals needs board approval and the consent of the third parties. JCC says that not implementing the recommendations could be critical to the company's viability. Dow Jones adds that JCC is currently in default of its contractual agreement for an annual $100 million payment to the Louisiana Gaming Control Board and has six months to rectify that problem, starting Sept. 19. MOUNTAIN ENERGY: Natural Gas Marketer Consents To Liquidation ------------------------------------------------------------- The Kansas City Star reports that Mountain Energy Corp. agreed to cease operations and to consent to a Chapter 7 bankruptcy fling. "There really wasn't much of a business to be reorganized," said Carl Clark, an attorney representing Mountain Energy. In a consent agreement inked last week, an interim trustee assigned to Mountain Energy will oversee the liquidation of the company's assets. Clark added that Michael Eichenberg and Rodrick Donovan, Mountain Energy's owners, will give their complete support in helping the trustee find the company's remaining assets. An involuntary petition was filed last month by Tenaska Marketing Ventures, TransCanada Energy Marketing USA Inc., DuCoa LP and Farmland Industries Inc. Among their allegations was that natural gas that was supposed to have been in storage by Mountain Energy no longer could be found. Mountain Energy was a natural-gas marketer that served about 700 commercial customers, most of them in Kansas and Missouri, and had 1999 revenues of around $200 million. OWENS CORNING: Appoints M.A. Smith As Chief Restructuring Officer ----------------------------------------------------------------- Owens Corning (NYSE: OWC) announced that Maura Abeln Smith has been given business leadership responsibility by being named to the newly created post of Chief Restructuring Officer. Smith will continue to serve as senior vice president, general counsel and secretary. The new assignment follows last month's voluntary filing for reorganization under Chapter 11 of the U.S. Bankruptcy Code to address the growing demands on Owens Corning cash flow resulting from its multi-billion dollar asbestos liability. "In addition to her responsibility for legal operations as general counsel, Maura will provide the leadership needed to restructure the company and develop a plan of reorganization," says Glen H. Hiner, chairman and chief executive officer, Owens Corning. "Our goal in this whole process is to resolve, once and for all, our asbestos liability," continues Hiner. "We want to emerge quickly from Chapter 11 as a strong and financially viable enterprise. Maura now has the responsibility and the team necessary to achieve those goals." Smith joined Owens Corning as senior vice president, general counsel and secretary on February 1, 1998. She came from General Electric, where she was vice president and general counsel of GE Plastics. Prior to joining General Electric, Smith was a partner with the international law firm of Baker & McKenzie in its Miami, Fla., office, and corporate transactions attorney with the firm of Steel Hector & Davis in Miami. Smith earned a Bachelor of Arts degree from Vassar College, a Master of Philosophy degree in economics from Oxford University, England, where she was a Rhodes Scholar, and a Juris Doctor from the University of Miami. "The assignment announced will allow others in the company to continue to focus on serving our customers and helping the business grow," says Hiner. "Owens Corning is a sound company, with over $5 billion in annual revenues and leadership positions in all of its businesses. The combination of our cash on hand, strong seasonal cash flows and previously announced Bank of America financing commitment, provides the company sufficient liquidity to meet our future financial obligations to employees, suppliers and vendors." Owens Corning is a world leader in building materials systems and composites systems. The company has sales of $5 billion and employs approximately 20,000 people worldwide. OWENS CORNING: Judge Walrath Gives Nods to $500MM DIP Pact ---------------------------------------------------------------- Owens Corning, which filed for Chapter 11 on Oct. 5, got court approval to borrow up to $500 million under a DIP credit line backed by Bank of America. Judge Mary F. Walrath agreed to sign a final order approving the financing arrangement. Mark Shapiro, Esq., related to a Dow Jones reporter that Owens Corning made some technical changes to the wordings of the documents to follow his clients' concerns. The pre-petition lenders, led by Credit Suisse First Boston, are represented by Mr. Shapiro of Shearman & Sterling. No formal objections to the DIP loan was interposed. OWENS CORNING: Reclamation Demands Begin to Float In ---------------------------------------------------- The Bankruptcy Code permits vendors which have sold goods to the Debtors prior to the commencement of the bankruptcy case to reclaim the goods if the debtor received the goods while insolvent, and the seller makes written demand for reclamation of the goods within the time periods specified in the statute. A number of Owens Corning's pre-petition vendors have availed themselves of this provision to file notices or motions for reclamation. The vendors and their representatives presenting these demands are: * The Plaza Group, Inc., represented by Gerald R. Velarde; * Nova Chemicals, represented by Mark E. Freedlander; * Maumee Valley Fabricators, Inc., represented by Louis J. Yoppolo; * Kayco, Inc., represented by Rosemary Weaver McKenna; * Shields Bag & Printing Co., represented by John R. Knapp Jr.; * Lamtec Corporation, represented by Bayard J. Snyder; * Dow Corning Corporation, represented by Cindy Ferrio; * Carolina Commercial Heat Treating, Inc., represented by William P. Keefer; * K&W Metal Fabrications, Inc., dba Weather Guard Building Products, Inc., represented by William P. Keefer; * Milcor, Inc., represented by William P. Keefer; and * Southeastern Metals Manufacturing Corporation dba Chesser Manufacturing, filed by William P. Keefer. If these vendors show themselves entitled to recovery of the delivered goods under applicable non-bankruptcy law, the Bankruptcy Court is required to grant reclamation. However, the Court may, in lieu of actual recovery of the goods, grant these claimants priority of payment over general unsecured claims equal to administrative claims such as the Debtors' attorney fees and other costs of operation, or in the alternative, the claimants may obtain a lien against otherwise unencumbered property of the Debtors with equivalent value to the dollar amount of their claim, entitling them to the status of secured creditors. While the dollar amounts and actual status of these claims have not yet been determined, these vendors may be entitled to distribution under any plan as a separate class and in accordance with whatever remedies are ultimately determined by the Bankruptcy Court. (Owens-Corning Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900) PACIFICARE: S&P Assigns Bpi Financial Strength Rating to HMO ------------------------------------------------------------ Standard & Poor's has assigned its single-'Bpi' financial strength rating to PacifiCare of Texas Inc. The rating reflects the Dallas, Tx.-based HMO's very weak risk- based capitalization and earnings profile, which are offset by its strong liquidity. On Feb. 1, 2000, Harris Methodist Texas Health Plan Inc. was acquired by PacifiCare Health Systems Inc. PacifiCare Operations Inc., a wholly owned subsidiary of PacifiCare Health Systems Inc., owned 100% of PacifiCare of Texas Inc. Effective July 1, 2000, Harris Methodist Texas Health Plan Inc. merged into PacifiCare of Texas Inc. The merged entity subsequently changed its name to PacifiCare of Texas Inc. (New PCT). Major Rating Factors: -- New PCT's risk-based capitalization is very weak, as reflected by a Standard & Poor's capital adequacy ratio of 65% as of first-quarter 2000. -- New PCT's operating performance was weak, as evidenced by net losses of $37.8 million in 1999 and $88.1 million in 1998. -- Liquidity is strong, with a Standard & Poor's liquidity ratio of 168.7% based on its year-end 1999 statutory financial statements. PHYSICIANS PLUS: S&P Cuts Financial Strength Rating to Bpi ---------------------------------------------------------- Standard & Poor's has lowered its financial strength rating on Physicians Plus Insurance Corp. (Physicians Plus) to single-'Bpi' from double-'Bpi'. The downgrade reflects the health maintenance organization's weak risk-based capitalization and earnings as well as marginal liquidity and limited financial flexibility given its single-state concentration. Physicians Plus, headquartered in Madison, Wis., is a for-profit insurance company licensed and operating in Wisconsin. Physicians Plus is owned equally by three shareholders: Physicians Plus Investment Group, Meriter Hospital, and Wausau Service Corp. Major Rating Factors: -- Physicians Plus's risk-based capitalization is weak, reflected by a capital adequacy ratio of 54.5% at year-end 1999, as measured by Standard & Poor's model. -- The company's operating performance has been weak, with net underwriting losses of $10.6 million in 1999 and $6.5 million in 1998. Physicians Plus has suffered increasing underwriting losses since 1997. -- Liquidity is marginal, with a liquidity ratio of 103.6% at year-end 1999, as measured by Standard & Poor's model. RELIANCE GROUP: S&P Chops Senior & Subordinated Debt Ratings to D ----------------------------------------------------------------- Standard & Poor's removed from CreditWatch its ratings on Reliance Group Holdings Inc. At the same time, Standard & Poor's withdrew its counterparty credit rating on Reliance and lowered the senior debt and subordinated debt ratings to 'D' from double-'C'. The ratings on Reliance's subsidiaries -- the members of the Reliance Insurance Co. Intercompany Pool -- remain on CreditWatch. All these ratings were placed on CreditWatch on July 19, 2000, with negative implications. These rating actions followed the announcement that Reliance missed the principal payment of $291.7 million on debt due on Nov. 15, 2000, because of insufficient cash resources. Reliance has $735.1 million of debt outstanding. On Aug. 15, 2000, Standard & Poor's lowered its ratings on Reliance because of concerns about large losses and the company's ability to meet its debt obligations. Reliance also announced that payment has not yet been made of $237.5 million of bank debt that was due on Nov. 10, 2000, following extensions from earlier deadlines in March and August. The company posted a net loss of $546.5 million for the third quarter of 2000. It is in discussions with its creditors and insurance regulators regarding a plan to restructure its outstanding debt obligations. The financial condition of the insurance operations is such that regulatory intervention is conceivable in the near term. Under such a scenario, Standard & Poor's would revise its ratings on the pool members to 'R'. Standard & Poor's will continue to monitor management's progress and Reliance's financial condition. RELIANCE INSURANCE: Fitch Lowers Financial Strength Rating to D --------------------------------------------------------------- Fitch announced a downgrade of Reliance Group Holdings, Inc., senior debt ratings to 'D' from 'C'. Reliance Insurance Group's insurer financial strength ratings remain unchanged at 'DDD' The ratings are listed below. This action follows Reliance's missed scheduled principal payments on $237.5 million of bank borrowings due Nov. 10, 2000, and $291.7 million of senior notes due Nov. 15, 2000. In addition, Reliance did not make the scheduled interest payment on its senior subordinated debentures due Nov. 15, 2000. Reliance's lead insurance subsidiary, Reliance Insurance Company, has been operating since August 2000 under an agreement with the Pennsylvania Insurance Department that the company would seek regulatory approval before executing any major financial agreements. These agreements include upstream dividend payments to the parent holding company, sales of material assets, merging with another organization, or entering into new reinsurance arrangements. Under Fitch's insurer financial strength rating definitions, the `DDD' rating category includes insurers that have been subjected to some form of regulatory intervention. Reliance Group Ratings: Financial Strength Ratings on Rating Watch Negative: a) Reliance Insurance Company, 'DDD'; b) Reliance National Insurance Company, 'DDD'; c) Reliance National Indemnity Company, `DDD'; d) United Pacific Insurance Company, 'DDD'; e) Reliance Insurance Company of Illinois, 'DDD'; f) Reliance Insurance Company of California, 'DDD'; g) Reliance National Insurance Company of New York, 'DDD'; h) United Pacific Insurance Company of New York, 'DDD'. Debt Ratings on Rating Watch Negative downgraded from 'C': Reliance Group Holdings, Inc. a) Senior Debt, 'D'; b) Subordinated Debt, 'D'. RUSH PRUDENTIAL: S&P Affirms HMO's Bpi Financial Strength Rating ---------------------------------------------------------------- Standard & Poor's has affirmed its single-'Bpi' financial strength rating on Rush Prudential HMO Inc. The rating reflects the HMO's weak risk-based capitalization and weak earnings profile, offset by good liquidity. This licensed for-profit HMO, headquartered in Chicago, Ill., and doing business in Illinois and Indiana, was sold to WellPoint Health Networks Inc. (issuer credit rating single-'A'-minus) in March 2000. It was previously owned by Rush Prudential Health Plans Inc. Major Rating Factors: -- Risk-based capitalization is considered weak, as indicated by a Standard & Poor's capital adequacy ratio of 54.4% at year-end 1999. -- Earnings are weak, as measured by a Standard & Poor's earnings adequacy ratio of 21%, although its underwriting losses have decreased since 1997. -- Liquidity is good, with a Standard & Poor's liquidity ratio of 137.7%. SCOUR, INC: Law Firm Castigated for Owning Shares in Listen.com --------------------------------------------------------------- U.S. Bankruptcy Judge Kathleen P. March castigated attorneys for Scour when they revealed in open court that their firm owns $270,000 worth of shares in Listen.com, a company that is negotiating to buy the defunct file-sharing site's assets, according to a newswire report. Citing what she called a distressing "conflict of interest," Judge March said, "In ten years on the bench, I've never seen this sort of professional irresponsibility." The firm acquired the stock after negotiating the acquisition of Wired Planet - a provider of streaming entertainment - by Listen.com in September. March said the attorneys would receive no fee for their involvement in the sale of Scour's assets. Judge March ruled that Scour's assets will be sold in a court- supervised auction in Los Angeles on Dec. 12, and that any party able to come up the $500,000 deposit and prove financial credibility can participate in the auction. The hearing also threw into question Scour's previously announced plan to sell its assets to Listen.com, a digital music directory and search engine whose minority owners include all the major record labels, for $5 million plus stock. (ABI 16-Nov-00) SHA LLC: S&P Assigns CCCpi Financial Strength Rating to HMO ----------------------------------------------------------- Standard & Poor's has assigned its triple-'Cpi' financial strength rating to SHA LLC (d/b/a FIRSTCARE). The rating reflects the HMO's very weak risk-based capitalization and earnings, as well as limited financial flexibility given its single-state concentration, offset by good liquidity. This for-profit HMO, headquartered in Austin, Texas, and licensed and operating in Texas, is owned by four member hospitals: Southwest Health Alliances Inc. (currently owned by Baptist/St. Anthony's Health System), Lubbock Methodist Hospital Services Inc., Hendrick Medical Center, and Hillcrest Health Holdings Inc. Major Rating Factors: -- The company's operating performance has been weak, as indicated by net losses of $16.2 million in 1999 and of $17.6 million in 1998. -- The HMO's risk-based capitalization is very weak, as indicated by a Standard & Poor's capital adequacy ratio of 28% at year-end 1999. Despite net losses, capital increased in 1999 due to a paid-in-surplus contribution of $77.1 million. -- Liquidity is good, with a Standard & Poor's liquidity ratio of 127% at year-end 1999. -- Enrollment growth is declining, based on an average participant enrollment decrease of 1.3% over the past three years. SOUTHERN MINERAL: Posts Positive Post-Emergence Financial Results ----------------------------------------------------------------- Southern Mineral Corporation (OTC Bulletin Board: SMOP.OB) announced financial and operating results for the third quarter and nine months ended September 30, 2000. Third Quarter Results For the third quarter of 2000, the Company reported income of $8.7 million or income of $0.87 per share on revenues of $8.9 million, compared to income of $4.9 million or income of $1.90 per share on revenues of $13.7 million for the same period in 1999. Per share amounts have been adjusted to account for a reverse stock split effected on August 1, 2000. Average daily production decreased 15% to 22.3 million cubic feet of gas equivalent ("Mmcfe") from 26.3 MMcfe in the third quarter of 1999. Discretionary cash flow before restructuring and bankruptcy costs and extraordinary gains was approximately $ 5.3 million for the third quarter of 2000 compared to $1.3 million for the same period in 1999. The 2000 income includes non-cash items associated with the Company's emergence from bankruptcy on August 1, 2000 and additional bankruptcy costs. These items include an extraordinary gain resulting from the exchange of the Company's debentures for cash and shares of common stock offset by a charge related to the implementation of a new accounting pronouncement that is applicable to newly issued warrants and other compensatory stock transactions. The 1999 income is primarily the result of gains on sale of domestic properties offset by restructuring costs relating to the terminated restructuring plan as filed with the Securities and Exchange Commission in July 1999. Oil and gas revenues for the third quarter of 2000 were $9.0 million, compared to $6.6 million for the same period in 1999. An increase in average realized product prices more than offset an overall decline in production on a quarter to quarter comparison. Oil and natural gas liquids ("NGL's") production decreased 15% to 170,412 barrels. There was a slight decrease in natural gas production to 1,033 million of cubic feet ("MMcf") in the third quarter of 2000, compared to 1999. Oil and NGL production levels for the third quarter of 2000 are lower than comparable production levels in 1999 due in part to the sale of certain properties and other factors including normal production declines. Reduced production volumes were offset by an average realized oil and NGL price increase of 45% from $18.94 per barrel in the third quarter of 1999 to $ 27.44 per barrel in the third quarter of 2000. Average realized natural gas prices increased 67% to $3.96 per thousand of cubic feet ("Mcf") during the third quarter of 2000, compared to $2.37 per Mcf in same period a year earlier. Nine Months Results For the nine months ended September 30, 2000, the Company reported income of $8.4 million or income of $1.67 per share on revenues of $24.1 million, compared to income of $4.2 million or income of $1.65 per share on revenues of $30.6 million during the previous period. Average daily production for the period was 22.9 MMcfe compared to 30.1 MMcfe in 1999. Discretionary cash flow before restructuring and bankruptcy costs and the extraordinary gain was approximately $13.8 million for the first nine months of 2000 compared to $3.2 million for the same period in 1999. Excluding the non-recurring gains on sale of assets, extraordinary gain on conversion of debt and charges associated with implementation of the new accounting pronouncement, the Company experienced income during the first nine months of 2000 of $1.0 million. The 1999 period included a $12.2 million gain on the sale of assets. Oil and gas revenues for the first nine months of 2000 were $24.1 million, compared to $18.4 million for the same period in 1999. Oil and NGL's production decreased 17% to 532,195 barrels. There was also a decrease in natural gas production of 30% to 3,068 MMcf in the first nine months of 2000, compared to 1999. Production levels for the first nine months of 2000 are lower than comparable production levels in 1999 due in part to the sale of certain properties and other factors including normal production declines. The decreased production was offset by an average realized oil and NGL price increase of 79% from $14.45 per barrel in the first nine months of 1999 to $ 25.84 per barrel in the first nine months of 2000. Average realized natural gas prices increased 56% to $3.17 per Mcf during the first nine months of 2000, compared to $2.03 per Mcf in same period a year earlier. Recent Developments The Company and its wholly-owned subsidiaries, BEC Energy, Inc., Amerac Energy Corporation, SMC Ecuador, Inc. and SMC Production Company ("Debtor Subsidiaries") emerged from Bankruptcy on August 1, 2000. On October 29, 1999, the Company and its Debtor Subsidiaries filed voluntary petitions for relief under Chapter 11, Title 11 of the United States Code, in order to facilitate the restructuring of the Company's long-term debt, revolving credit, trade debt and other obligations. On August 21, 2000, the Company announced the engagement of Petrie Parkman & Co., LLC and FirstEnergy Capital Corporation of Canada to evaluate strategic alternatives available to the Company in an effort to maximize shareholder value. Southern Mineral Corporation is an oil and gas acquisition, exploration and production company that owns interests in oil and gas properties located along the Texas Gulf Coast, Canada and Ecuador. The Company's principal assets include interests in the Big Escambia Creek field in Alabama and the Pine Creek field in Alberta, Canada. The Company's common stock and perpetual warrants are quoted on the OTC Bulletin Board under the trading symbols "SMOP.OB" and "SMOPW.OB", respectively. TENNESSEE BEHAVIORAL: S&P Assigns Bpi Financial Strength Rating --------------------------------------------------------------- Standard & Poor's has assigned its single-'Bpi' financial strength rating to Tennessee Behavioral Health Inc. This rating reflects the company's extremely weak earnings, as well as marginal risk-based capitalization and liquidity. This wholly owned subsidiary of Magellan Health Services Inc. (issuer credit rating single-'B'-plus) was incorporated in 1995. Major Rating Factors: -- Risk-based capitalization is marginal, based on a Standard & Poor's capital adequacy ratio of 72.6% at year-end 1999. This ratio includes full credit for $11.2 million in surplus notes from MBC of Tennessee Inc. -- Operating performance has been weak, with net underwriting losses of $600,000 in 1999 and $43.9 million in 1998. -- Liquidity is marginal, with a Standard & Poor's liquidity ratio of 103.1%. THE M PLAN: S&P Assigns HMO Bpi Financial Strength Rating --------------------------------------------------------- Standard & Poor's has assigned its single-'Bpi' financial strength rating to The M Plan Inc. The rating reflects the HMO's weak risk-based capitalization, weak earnings profile, and marginal liquidity, offset by improving earnings. The HMO is licensed and operates in Illinois. Major Rating Factors: -- The company's level of risk-based capitalization is considered weak, as indicated by a Standard & Poor's capital adequacy ratio of 59.3% at year-end 1999. -- Earnings are considered weak, as measured by a Standard & Poor's earnings adequacy ratio of 34% at year-end 1999. Earnings have been improving, however, to a return on revenue of 0.82%. -- Liquidity is marginal, with a Standard & Poor's liquidity ratio of 106.1%. UNIDIGITAL: Retains Capitalink as its Financial Advisor ------------------------------------------------------- Unidigital Picks Leading Miami-Based Investment Banker To Assist In Resolving Bankruptcy Unidigital, Inc. (AMEX:UDG), a major, multinational, media services company, has engaged Miami-based Capitalink, L.C., one of South Florida's leading investment banking firms, as its exclusive financial advisor. In this capacity, Capitalink will evaluate, develop, and assist in the implementation of strategic alternatives for addressing the public company's recent Chapter 11 bankruptcy filing. Unidigital produces large format digital images (including vinyl billboards, building wraps, buswraps and wallscapes) for customers including media companies, corporations and advertising agencies. Unidigital's work can be seen on many building wraps and wallscapes throughout the world. In the company's bankruptcy filing last month, Unidigital listed assets of $143.2 million and debts of $222.7 million, which included $77.6 million in secured debt and $21.6 million in unsecured debt. "We turned to Capitalink to take advantage of its business experience, expertise in corporate structure and business transactions, corporate finance network, and strategic creativity," said Unidigital's Chairman and CEO William Dye. "We believe Capitalink's experience and the expertise of its senior professionals can play an extremely valuable role for Unidigital in addressing our bankruptcy challenges." According to James Cassel, president of Capitalink, "Unidigital wants to address the interests of the company and its creditors. In this connection, Capitalink is examining a number of strategic alternatives, including the important option of selling off certain Unidigital operations." Capitalink, L.C. (www.capitalinklc.com) is one of South Florida's leading investment banking firms. With a team of experienced professionals who possess a diversity of expertise in corporate structuring and finance, financial valuation analysis, and business management, the company provides publicly and privately held businesses with a broad range of investment banking and advisory services. Capitalink's services include assistance in mergers and acquisitions; financial transaction analysis and rendering fairness opinions and valuations; and assistance in raising capital and other corporate financing activities. Capitalink's clients include publicly and privately held middle-market corporations and emerging growth companies. Unidigital, Inc. had been listed on the American Stock Exchange until this past September. It is a leading supplier of media solutions focusing on large and grand format images and specialty displays for out-of-home advertising and a provider of pre-media services to the advertising, publishing and consumer product industries. It focuses on innovative, impactful and large-scale digital graphics. Its pre-media services division creates, retouches and prepares graphics for a broad range of advertising and marketing uses. Unidigital's clients include many of the most widely recognized names in the world. The company has operations in the United States, the United Kingdom and Germany. UNITED ARTISTS: In Final Talks for $35 Million Exit Facility ------------------------------------------------------------ United Artists Theatre Co. is in final negotiations for a $35 million secured revolving credit line, according to the theater operator's Form 10-Q filed with the Securities and Exchange Commission. The SEC filing doesn't identify the lender, but says the funding will be made available after United Artists emerges from Chapter 11 and will be used to repay borrowings under its debtor-in-possession credit line as well as for working capital and general corporate purposes. United Artists received final court approval on Sept. 25 for its $25 million DIP line provided by the Anschutz Corp. On Sept. 28, United Artists had $10 million of availability under the DIP line, the SEC filing says. (ABI 16- Nov-00) VENCOR, INC: Litigation Claimant Obtains Relief From Stay --------------------------------------------------------- Vencor, Inc., consented and obtained Judge Walrath's stamp of approval to modification of the automatic stay to permit Sarah L. Munford to prosecute her pre-petition claim against Vencor, Inc. over alleged negligence in the case captioned Sara L. Munford, by and through Richard H. Miller, attorney-in-fact v. Eastwood Nursing And Rehabilitation Center, Case No. 1999-L-5747, in the Court of Common Pleas of Northhampton County, Pennsylvania. The Debtors have determined that there is an insurance policy issued in favor of Vencor. Plaintiff shall not be entitled to any other or further distribution from the Debtors' estates on account of any judgment that may be entered against the Debtor in the action. Except as specifically provided in the stipulation, the Plaintiff shall not engage in any efforts to collect any amount from the Debtors or any of Debtors' current and former employees, officers and directors, or any person or entity indemnified by Debtors. (Vencor Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service, Inc., 609/392-0900) WASTE MANAGEMENT: Onyx Buys Mexican Waste Operations for $47MM -------------------------------------------------------------- Waste Management Inc. (NYSE:WMI) announced that its wholly owned subsidiaries have completed the sale of its hazardous waste operations in Mexico (RIMSA) to Onyx, the waste services subsidiary of Vivendi Environnement S.A., for $47 million. The sale stems from Waste Management's strategy to re-focus the Company on its North American waste operations. Over the past year, Waste Management has implemented a plan to divest international and non-core North American assets. The Company noted that this sale brings the total proceeds received from the divestiture program to approximately $2.2 billion, and that all proceeds have been used to reduce debt. Waste Management Inc. is its industry's leading provider of comprehensive waste management services. Based in Houston, the Company serves municipal, commercial, industrial and residential customers throughout North America. WAXMAN INDUSTRIES: Court Confirms Joint Plan of Reorganization -------------------------------------------------------------- Waxman Industries, Inc. (OTC Bulletin Board: WAXX), a holding company for businesses supplying specialty plumbing and other products to the U.S. repair and remodeling market, reported that it had received Court confirmation of its comprehensive Joint Plan of Reorganization, which the Company filed with the United States Bankruptcy Courts on October 2, 2000. The Company's direct and indirect operating subsidiaries, which have their own bank facility, were not a part of the filing and have operated under normal business conditions during this period. The Joint Plan was developed with a committee of the Company's Deferred Coupon Note holders, the only impaired creditors over the past year. The Joint Plan received the approval of the holders of approximately 97% of the Deferred Coupon Notes. Under the Joint Plan, which will become effective on November 16, 2000, the Company will distribute approximately $39 million in full settlement of the Deferred Coupon Notes. On September 29, 2000, the Company received $92.5 million in proceeds from the sale of 7,025,807 shares of Barnett Inc., which it utilized to retire all of its $36 million in Senior Notes, reduce its working capital credit facility by $10 million, pay $1.3 million in taxes and $6 million in interest due its Deferred Coupon Note holders, with the remaining $39 million being placed in a segregated account for the satisfaction of the Deferred Coupon Notes. "We are very pleased to announce the conclusion of the lengthy process to complete the Company's comprehensive financial restructuring plan that eliminated all of the $35.9 million of Senior Notes, $92.8 million of Deferred Coupon Notes and reduced the Company's working capital debt to approximately $10 million. We are optimistic that these action will translate into new business opportunities and restore the confidence of our business partners and employees in the future of the Company," said Armond Waxman, President and Co-Chief Executive Officer. Waxman Industries, Inc. is a leading supplier of specialty plumbing and other products to the repair and remodeling market in the United States. Through its wholly-owned subsidiaries, Consumer Products, Medal of Pennsylvania, Inc., WAMI Sales and its Orient Group, TWI and CWI, the Company distributes its products to a wide variety of large national and regional retailers, other independent retailers and wholesalers in the United States. WHEELING-PITTSBURGH: Steel Firm Files Chapter 11 in Youngstown -------------------------------------------------------------- Wheeling-Pittsburgh Steel Corporation announced that it has filed a voluntary petition in the United States Bankruptcy Court, in Youngstown, OH, to reorganize under Chapter 11 of the U.S. Bankruptcy Code. The bankruptcy filing was necessitated by the company's inability to meet its debt obligations and will allow Wheeling-Pittsburgh Steel to access new working capital and restructure its finances. Wheeling-Pittsburgh Steel is continuing all normal business operations and will continue uninterrupted services to its customers. No plant closures are planned as a result of today's filing. "We have requested and expect to receive prompt authorization from the Bankruptcy Court to continue to pay all salaries, wages, pensions and benefits," said James G. Bradley, President and CEO. "In addition, I want our valued customers to know that Wheeling- Pittsburgh is still in business and that this filing will not disrupt the production and delivery of their orders. We will continue to book new orders and do everything we can to satisfy our customers' needs." The Chapter 11 filing will allow Wheeling-Pittsburgh to reduce its debt, which will make the company more attractive for outside equity and improve the long-term viability of its operations. Wheeling-Pittsburgh Steel is a wholly-owned subsidiary of WHX Corp. (NYSE: WHX), and its other subsidiary companies, Unimast and Handy & Harman, are unaffected by Wheeling-Pittsburgh Steel Corporation's Chapter 11 filing. To ensure the company has the capital necessary to continue to operate its business as normal during the restructuring process, WPSC has entered into an agreement with Citibank, N.A. to provide $290 million debtor-in-possession (DIP) financing. The DIP financing will enable the company to pay for the post-petition delivery of goods and services and continue operations and administration necessary to meet current and future customer needs. (Borrowings under the DIP facility are subject to Court approval.) The company said that the DIP financing provides substantial assurance that WPSC will be able to continue normal operations during the Chapter 11 process. "Today's filing occurs at a time when the company and its employees should be benefiting from hard-won productivity and quality improvements," said Bradley. "Wheeling-Pittsburgh Steel has improved its quality and customer satisfaction levels even as it has lowered its costs in the face of rising energy prices. "However, these gains were not enough to counter the marked deterioration of pricing caused by the current surge in illegally- priced foreign steel imports. The cumulative effect of unrestrained illegal steel imports that has occurred since 1998 has caused irreparable harm to the domestic steel industry and is the root cause of our Chapter 11 filing today," Bradley said. "The crisis facing domestic steel companies requires action from Washington," Bradley said. "It is time that our leaders actively and vigilantly enforce our trade laws and create a level playing field for an industry that has played a major role in building and protecting America." Wheeling-Pittsburgh Steel Corporation is the ninth-largest domestic integrated steel producer. It has 4,800 employees in facilities located in Steubenville, Mingo Junction, Yorkville, Martins Ferry and Canfield, OH; Beech Bottom and Follansbee, WV; and Allenport, PA. Its Wheeling Corrugating Division has 16 plants located throughout the U.S. WHEELING-PITTSBURGH: Case Summary --------------------------------- Lead Debtor: Pittsburgh-Canfield Corporation 1134 Market St. Wheeling, WV 26003 Debtor Affiliates: Wheeling-Pittsburgh Corporation Wheeling-Pittsburgh Steel Corporation Consumers Mining Company Wheeling-Empire Company Mingo Oxygen Company WP Steel Venture Corporation W-P Coal Company Monessen Southwestern Railway Company Chapter 11 Petition Date: November 16, 2000 Court: United States Bankruptcy Court Northern District of Ohio, Youngstown Division U.S. Courthouse and Federal Building 125 Market Street P.O. Box 147 Youngstown, Ohio 44501 (330) 746-7027 Bankruptcy Case Nos.: 00-43395 through 00-43402 Judge: The Honorable William T. Bodoh Debtors' Lead Counsel: Michael E Wiles, Esq. Richard F. Hahn, Esq. Lorna G. Schofield, Esq. Judith Taft, Esq. Charles R.A. Morse, Esq. Faune P. Devlin, Esq. Alison L. LaCroix, Esq. Sean Mack, Esq. Debevoise & Plimpton 875 Third Avenue New York, NY 10022 212-909-6000 Debtors' Local Counsel: James M. Lawniczak, Esq. Calfee, Halter & Griswold LLP 1400 McDonald Investment Center 800 Superior Ave Cleveland, OH 44114 216-622-8200 WHEELING-PITTSBURGH: Creditor List & DIP Financing Summary On-Line ------------------------------------------------------------------ Bankruptcy Creditors' Service, Inc., released the first issue of WHEELING-PITTSBURGH BANKRUPTCY NEWS this morning. A free copy is posted at http://www.bankrupt.com/wheeling.txtand provides: * a consolidated list of the Debtors' 30-largest unsecured creditors; * an in-depth review of the roll-up style $290,000,000 DIP Financing Facility extended by Citibank, N.A., Citicorp U.S.A., Inc., The CIT Group/Business Credit, National City Commercial Finance, Foothill Capital Corporation, and Heller Business Credit and guaranteed in part by WPC's non-debtor parent company, WHX Corporation (NYSE:WHX). * a calendar of the key dates and deadlines in the Debtors' chapter 11 cases. * background information about the Company's operations and finances; * detailed information extracted from the Debtors' chapter 11 bankruptcy petitions; WHEELING-PITTSBURGH: WHX Corporation Not Part of Bankruptcy Filing ------------------------------------------------------------------ In a notice to WHX Corporation (NYSE: WHX) shareholders dated November 16, 2000, WHX makes it clear that Wheeling-Pittsburgh Corporation, its wholly-owned subsidiary, filed petitions for itself and certain of its subsidiaries (including Wheeling- Pittsburgh Steel Corporation) to reorganize under Chapter 11 of the Bankruptcy Code. Neither WHX nor its operating subsidiaries, including Handy & Harman, Unimast Incorporated and Wheeling Entertainment, are involved in the filing. WHX further clarifies that WPC's action does not involve or affect the operations, capital resources and ownership of WHX, nor does it create defaults on any obligations of WHX, Handy & Harman, Unimast or Wheeling Entertainment. * Bond pricing for the week of November 20, 2000 ------------------------------------------------ Data is supplied by DLS Capital Partners, Inc. Following are indicated prices for selected issues: AMC Ent. 9 1/2 '11 58 - 60 Amresco 9 7/8 '05 54 - 56 Advantica 11 1/2 '08 49 - 51 Asia Pulp & Paper 11 3/4 '05 42 - 44 Carmike Cinema 9 3/8 '09 28 - 30 (f) Conseco 9 '06 68 - 70 Fruit of the Loom 6 1/2 '03 43 - 48 Federal Mogul 7 1/2 '04 26 - 27 Genesis Health 9 3/4 '05 9 - 11 (f) Globalstar 11 1/4 '04 14 - 16 Oakwood Homes 7 7/8 '04 26 - 30 Owens Corning 7 1/2 '05 28 - 30 Paging Network 10 1/8 '07 21 - 22 (f) Pillowtex 10 '06 2 - 5 (f) Revlon 8 5/8 '08 52 - 54 Saks 7 '04 67 - 69 Trump Atlantic 11 1/4 '06 67 - 69 TWA 11 3/8 '06 32 - 35 Xerox 5 1/2 '03 67 - 69 ********* Bond pricing, appearing in each Monday's edition of the TCR, is provided by DLS Capital Partners in Dallas, Texas. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles available from Amazon.com -- go to http://www.amazon.com/exec/obidos/ASIN/189312214X/internetbankrupt -- or through your local bookstore. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter, co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ, and Beard Group, Inc., Washington, DC. Debra Brennan, Yvonne L. Metzler, Ronald Ladia and Grace Samson, Editors. Copyright 2000. All rights reserved. ISSN 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $575 for six months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 301/951-6400. * * * End of Transmission * * *